U.S. SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549


FORM 10-QSB

[X]  QUARTERLY  REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES  EXCHANGE ACT
     OF 1934 for the quarterly period ended June 30, 2000

[ ]  TRANSITION  REPORT  UNDER  SECTION 13 OR 15(d) OF THE  SECURITIES  EXCHANGE
     ACT OF 1934 for the transition period from _______ to _______

     Commission file number   0-23505


                                 INNOVACOM, INC.
        (Exact name of small business issuer as specified in its charter)


            Nevada                                        88-0308568
(State or other jurisdiction of                (IRS Employer Identification No.)
 incorporation or organization)


                               3400 Garrett Drive
                              Santa Clara, CA 94054
               (Address of principal executive offices) (Zip Code)

                                 (408) 727-2447
                           (Issuer's telephone number)



Check  whether the issuer (1) filed all reports  required to be filed by Section
13 or 15(d) of the  Exchange  Act during the past 12 months (or for such shorter
period that the registrant was required to file such reports),  and (2) has been
subject to such filing requirements for the past 90 days. Yes [X] No [ ]


Number of shares of common stock outstanding as of June 30, 2000 was 36,534,593

Transitional Small Business disclosure format  Yes  [  ]       No  [X]


<PAGE>2


PART I.  FINANCIAL INFORMATION
Item 1.  Financial Statements

                        INNOVACOM, INC. AND SUBSIDIARIES
                        (A Development Stage Enterprise)
                      CONDENSED CONSOLIDATED BALANCE SHEET
                    (In Thousands, except per share amounts)
                                   (Unaudited)

                                                                        JUNE 30,
                                                                         2000
                                                                       --------
                                     ASSETS

CURRENT ASSETS:
  Cash                                                                 $    108
  Accounts receivable,
    less: allowance for doubtful accounts of $10,000                         94
  Other receivables                                                           5
  Inventory, net                                                            376
  Prepaid expenses                                                          158
  Deferred offering costs                                                    83
                                                                       --------
      Total current assets                                                  824

PROPERTY AND EQUIPMENT, net                                                 104
Deposits                                                                     37
                                                                       --------
Total Assets                                                           $    965
                                                                       ========

                 LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)

CURRENT LIABILITIES:
  Notes payable - related parties                                      $    100
  Secured promissory notes                                                6,475
  Convertible debentures                                                  4,750
  Accounts payable                                                        1,068
  Accrued liabilities                                                     3,257
  Liabilities in excess of assets of
    discontinued operations                                                  63
                                                                       --------
      Total current liabilities                                          15,713

STOCKHOLDERS' EQUITY (DEFICIT):
  Common stock, $.001 par value, 150,000,000 shares
    Authorized, 36,534,593 shares issued and
    outstanding                                                              36
  Warrants                                                                3,156
  Additional paid-in capital                                             29,265
  Deficit accumulated during development stage                          (47,205)
                                                                       --------
      Total stockholders' deficit                                       (14,748)

Total liabilities and stockholders' equity (deficit)                   $    965
                                                                       ========

See accompanying notes to these condensed consolidated financial statements.

<PAGE>3

                        INNOVACOM, INC. AND SUBSIDIARIES
                        (A Development Stage Enterprise)
                 CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
                     (In thousands except per share amounts)
                                   (Unaudited)

<TABLE>
<CAPTION>


                                                                                                      MARCH 3, 1993
                                          FOR THE THREE MONTHS ENDED      FOR THE SIX MONTHS ENDED     (INCEPTION)
                                                   JUNE 30,                       JUNE 30,             TO JUNE 30,
                                          --------------------------     -------------------------     ----------
                                             1999            2000           1999           2000           2000
                                          ----------      ----------     ----------     ----------     ----------

<S>                                       <C>             <C>            <C>            <C>            <C>
Revenues                                  $       61      $       89     $       97     $      386     $    1,150
                                          ----------      ----------     ----------     ----------     ----------
COSTS AND EXPENSES:
  Costs of goods sold                             50              59             79            296          1,179
  Research and development                       367             507            736            978         13,300
  Selling, general and
    administrative                               884             726          1,629          1,751         20,692
  Impairment loss on property
    and equipment                                  -               -              -              -            937
                                          ----------      ----------     ----------     ----------     ----------
      Total costs and expenses                 1,301           1,292          2,444          3,025         36,108
                                          ----------      ----------     ----------     ----------     ----------
Operating Loss                                (1,240)         (1,203)        (2,347)        (2,639)       (34,958)
                                          ----------      ----------     ----------     ----------     ----------
OTHER INCOME (EXPENSE):
  Interest expense, net of
    interest income                           (1,217)           (795)        (1,876)        (1,732)       (10,531)
  Debt conversion expense                          -               -              -              -           (261)
  Other income                                     -               -              -              -              2
                                          ----------      ----------     ----------     ----------     ----------
      Total other income (expense)            (1,217)           (795)        (1,876)        (1,732)       (10,790)
                                          ----------      ----------     ----------     ----------     ----------
Loss From Continuing Operations
  Before Income Tax Expense,
  Discontinued Operations and
  Extraordinary item                          (2,457)         (1,998)        (4,223)        (4,371)       (45,748)
Income Tax Expense                                 -               -              2              2             10
                                          ----------      ----------     ----------     ----------     ----------
Loss From Continuing Operations               (2,457)         (1,998)        (4,225)        (4,373)       (45,758)
                                          ----------      ----------     ----------     ----------     ----------
Gain/(loss) on disposal of
  discontinued operations                          -               -              -              -         (1,159)
Loss from operations of
  discontinued operation, net of
  income tax expense                               -               -              -              -         (1,131)
                                          ----------      ----------     ----------     ----------     ----------
GAIN/(LOSS) FROM DISCONTINUED
OPERATIONS                                         -               -              -              -         (2,290)
                                          ----------      ----------     ----------     ----------     ----------
EXTRAORDINARY ITEM:
  GAIN ON EXTINGUISHMENT OF
    LIABILITIES                                   57              17            180             35            843
                                          ----------      ----------     ----------     ----------     ----------
Net Loss                                  $   (2,400)     $   (1,981)    $   (4,045)    $   (4,338)    $  (47,205)
                                          ==========      ==========     ==========     ==========     ==========
Basic and Diluted Net Loss Per Share:
  Continuing operations                   $     (.10)     $     (.05)    $     (.17)    $     (.13)
  Discontinued operations                          -               -              -              -
  Extraordinary item                               -               -            .01              -
                                          ----------      ----------     ----------     ----------
  Basic and diluted net loss per share    $     (.10)     $     (.05)    $     (.16)    $     (.13)
                                          ==========      ==========     ==========     ==========
WEIGHTED AVERAGE NUMBER OF SHARES
  OUTSTANDING                                 24,970          36,440         25,003         33,669
                                          ==========      ==========     ==========     ==========

</TABLE>

See accompanying notes to these condensed consolidated financial statements.

<PAGE>4

                        INNOVACOM, INC. AND SUBSIDIARIES
                        (A Development Stage Enterprise)
                 CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
                                 (In thousands)
                                   (Unaudited)


<TABLE>
<CAPTION>



                                                                FOR THE SIX MONTHS ENDED      MARCH 3, 1993
                                                                        JUNE 30,             (INCEPTION) TO
                                                               -------------------------        JUNE 30,
                                                                  1999            2000            2000
                                                               ----------      ----------      ----------
<S>                                                         <C>              <C>             <C>
Cash Flows From Operating Activities:
  Net loss from continuing operations                          $   (4,225)     $   (4,373)     $  (45,758)
  Adjustments to reconcile net loss to net cash
      used in operating activities:
    Depreciation and amortization                                      76              59             932
    Provision for inventory obsolescence                                -              44              85
    Provision for doubtful accounts                                     -               -              20
    Amortization of discount on long-term debt                          -               -           2,346
    Loss on sale of fixed assets                                        -               -              25
    Impairment loss on property and equipment                           -               -             940
    Interest related to beneficial conversion feature
      and warrants issued in connection with notes
      payable and convertible debentures                            1,058             743           4,140
    Compensation recognized upon issuance of
      stock and stock options                                          18             232           6,069
    Shares canceled from default judgement                              -               -            (250)
    Contribution of product license                                     -               -           1,275
    Write down of purchased incomplete
      research and development                                          -               -             500
    Write-off acquisition costs                                         -               -              68
    Gain on extinguishment of liabilities                             180              35             843
    Debt conversion expense                                             -               -             261
    Write-off of related party receivable                               -               -             140
    CHANGES IN OPERATING ASSETS AND LIABILITIES:
      Accounts receivable                                             (22)             55            (104)
      Other receivables                                               (15)              1             (15)
      Inventory                                                      (229)           (210)           (461)
      Prepaid expenses                                                (34)           (110)           (159)
      Deferred offering costs                                           -             (22)            (22)
      Deposits                                                          -               -             (37)
      Accounts payable                                               (407)           (154)          1,474
      Accrued liabilities                                             798             978           4,581
                                                               ----------      ----------      ----------
        Net cash used in operating activities
        from continuing operations                                 (2,802)         (2,722)        (23,107)
                                                               ----------      ----------      ----------
   Net loss from discontinued operations                                -               -          (2,290)
      Loss on disposal of assets                                        -               -              49
      Write-down of film rights and film costs inventory                -               -             250
      Write-down of goodwill                                            -               -             848
      Change in liabilities in excess of assets of
        discontinued operations                                         -               -              63
                                                               ----------      ----------      ----------
          Net cash used in operating activities
             from discontinued operations                               -               -          (1,080)
                                                               ----------      ----------      ----------

</TABLE>

                                   (continued)

<PAGE>5

                        INNOVACOM, INC. AND SUBSIDIARIES
                        (A Development Stage Enterprise)
                 CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
                                 (In thousands)
                                   (Unaudited)
                                   (continued)

<TABLE>
<CAPTION>

                                                                FOR THE SIX MONTHS ENDED      MARCH 3, 1993
                                                                        JUNE 30,             (INCEPTION) TO
                                                               --------------------------       JUNE 30,
                                                                  1999            2000            2000
                                                               ----------      ----------      ----------
<S>                                                         <C>              <C>             <C>
Cash Flows From Investing Activities:
    Cash received in acquisition of Sierra Vista
      Entertainment                                            $        -      $        -      $    2,917
    Cost incurred for organization of joint venture                     -               -             (68)
    Advance to related party                                            -               -            (140)
PURCHASES OF PROPERTY AND EQUIPMENT                                    (5)            (19)         (2,219)
    Proceeds from sale of assets                                        -               -               4
                                                               ----------      ----------      ----------
       Net cash provided by (used in) investing
         activities                                                    (5)            (19)            494
                                                               ----------      ----------      ----------
Cash Flows From Financing Activities:
    Proceeds from notes payable                                     2,065               -           4,865
    Proceeds from secured promissory notes                              -           2,275           6,475
    Net proceeds from sale of convertible debentures with
      detachable warrants                                             750               -           9,358
    Principal payments on notes payable-related party                 (66)              -            (309)
    Proceeds from sale of common stock                                  -               -           2,898
    Proceeds from exercise of stock options                             -             271             273
    Proceeds from settlements                                          78               -             241
                                                               ----------      ----------      ----------
       Net cash provided by financing activities                    2,827           2,546          23,801
                                                               ----------      ----------      ----------
Net Increase (Decrease) in Cash and Cash
    EQUIVALENTS                                                        20            (195)            108
CASH AND CASH EQUIVALENTS, beginning of
    period                                                             34             303               -
                                                               ----------      ----------      ----------
Cash and Cash Equivalents, END OF PERIOD                       $       54      $      108      $      108
                                                               ==========      ==========      ==========

</TABLE>


See accompanying notes to these condensed consolidated financial statements.

<PAGE>6

                        INNOVACOM, INC. AND SUBSIDIARIES
                        (A Development Stage Enterprise)
              Notes to Condensed Consolidated Financial Statements
                                  June 30, 2000
                                   (Unaudited)


1.  BASIS OF PRESENTATION:

    The accompanying  unaudited condensed consolidated financial statements have
    been prepared in accordance with generally  accepted  accounting  principles
    for interim financial  information and pursuant to the rules and regulations
    of the Securities and Exchange Commission.  Accordingly, they do not include
    all  of  the  information  and  footnotes  required  by  generally  accepted
    accounting  principles  for  complete  financial  statements.   For  further
    information,  refer  to  the  financial  statements  and  footnotes  thereto
    included in the  Company's  annual report on Form 10-KSB for the fiscal year
    ended December 31, 1999.

    In the opinion of management, the unaudited condensed consolidated financial
    statements  contain all adjustments  considered  necessary to present fairly
    the Company's financial position at June 30, 2000, results of operations for
    the three and six months  ended June 30, 1999 and 2000,  and the period from
    March 3, 1993  (inception)  to June 30, 2000, and the cash flows for the six
    months  ended  June 30,  1999 and 2000,  and the  period  from March 3, 1993
    (inception)  to June 30,  2000.  The results  for the period  ended June 30,
    2000, are not  necessarily  indicative of the results to be expected for the
    entire fiscal year ending December 31, 2000.


2.  SECURED PROMISSORY NOTES:

    During the three  months  ended March 31,  2000,  the Company  entered  into
    promissory  note  agreements  totaling  $975,000  that are due on demand and
    accrue interest at 13% per annum. The notes are secured by substantially all
    of the Company's  assets.  As part of the issuance of the notes, the Company
    issued to the note holder  five-year  warrants to purchase 487,500 shares of
    common stock at prices ranging from $0.30 to $1.00.

    During the three  months  ended June 30,  2000,  the  Company  entered  into
    promissory  note agreements  totaling  $1,300,000 that are due on demand and
    accrue interest at 13% per annum. The notes are secured by substantially all
    of the Company's  assets.  As part of the issuance of the notes, the Company
    issued to the note holder  five-year  warrants to purchase 650,000 shares of
    common stock at prices ranging from $0.37 to $0.50.


3.  CONVERTIBLE DEBENTURES:

    During the three months  ended March 31,  2000,  the holders of the December
    31, 1997  debentures  converted  $4,690,000  in  principal  and  $723,063 in
    accrued interest into 8,349,249 shares of common stock.

<PAGE>7


                        INNOVACOM, INC. AND SUBSIDIARIES
                        (A Development Stage Enterprise)
              Notes to Condensed Consolidated Financial Statements
                                  June 30, 2000
                                   (Unaudited)


4.  EQUITY FINANCING FACILITY:

    On June 19, 2000,  as amended on July 26, 2000,  the Company  entered into a
    common  stock  purchase   agreement  and  related  agreements  with  Jashell
    Investments  Limited  (Jashell),  a  private  equity  fund.  Subject  to the
    fulfillment of certain  conditions,  the agreements provide the Company with
    an equity  financing  facility  through  which the  Company may sell up to a
    total of $10,000,000  worth of shares of common stock,  at their option,  to
    Jashell  periodically  over a 24 month  period.  The  Company's  ability  to
    request  a draw  down  under  the  facility  is  subject  to  the  continued
    effectiveness of a resale  registration  statement filed with the Securities
    and  Exchange  Commission  to cover the shares to be  issued.  The amount of
    common stock to be sold at each draw down will not be less than $250,000 nor
    more than  $1,000,000.  The Company has agreed to sell the shares to Jashell
    at a price equal to the then current market price of the common stock during
    the draw down period, less a discount of 21% or 24%, specifically determined
    based upon a formula.  The number of shares the  Company may sell to Jashell
    varies  depending  on certain  factors,  including  the market  price of the
    common  stock  and the  then  current  ownership  interest  of  Jashell.  In
    connection  with each draw down,  the Company  granted  Jashell a warrant to
    purchase  up to 50% of the  number of shares  acquired  in a draw down at an
    exercise  price equal to the  purchase  price of the common  stock  acquired
    pursuant to the draw down.  The warrant  will expire 22 business  days after
    its issuance.

    As part of the issuance of the Common Stock purchase agreement,  the Company
    issued to the investor  warrants to purchase  100,000 shares of common stock
    at an  exercise  price of $0.70 per share.  In  addition,  10,000  shares of
    common stock were issued on June 19, 2000 as a finders fee.


5.  STOCKHOLDERS' EQUITY:

    During  the three  months  ended  March 31,  2000,  outstanding  options  to
    purchase   437,627  shares  of  common  stock  were  exercised  in  non-cash
    transactions.  In addition,  outstanding warrants to purchase 785,028 shares
    of common stock were also exercised in non-cash transactions.

    Also,  during the three  months  ended March 31,  2000,  options to purchase
    1,038,017  shares of common stock were  exercised  with prices  ranging from
    $0.23 to $0.26 per share with proceeds received equal to $270,000.

    During the three  months  ended June 30, 2000,  the Company  issued  122,573
    shares of common stock at the par value of $0.001 in a cashless  exercise of
    warrants originally issued in connection with the secured promissory notes.

<PAGE>8

                        INNOVACOM, INC. AND SUBSIDIARIES
                        (A Development Stage Enterprise)
              Notes to Condensed Consolidated Financial Statements
                                  June 30, 2000
                                   (Unaudited)


6.  SUBSEQUENT EVENTS:

    On July 11, 2000, the Company borrowed $425,000 from an investor in the form
    of a  note.  The  note  bears  interest  at 13%  and is  due on  demand.  In
    conjunction  with this  note,  the  Company  issued  five year  warrants  to
    purchase up to 212,500 shares of Common Stock at $.30 per share

<PAGE>9


ITEM 2.  MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION

With the exception of historical facts stated herein,  the matters  discussed in
this  report  are  "forward   looking"   statements   that  involve   risks  and
uncertainties  that  could  cause  actual  results  to  differ  materially  from
projected  results.  Such  "forward  looking"  statements  include,  but are not
necessarily  limited  to,  statements  regarding  anticipated  levels  of future
revenues and earnings from  operations of the Company.  Factors that could cause
actual  results to differ  materially  include,  in  addition  to other  factors
identified  in this  report,  lack of  revenues,  substantial  losses,  need for
additional  capital  and  limited  operating  history,  and other  risk  factors
detailed in the Company's  Securities and Exchange  Commission  ("SEC")  filings
including the risk factors set forth in the Company's  Registration Statement on
Form  SB-2,  SEC  File  No.   333-42766   filed  August  1,  2000  and  "Certain
Considerations" section in the Company's Form 10-KSB for the year ended December
31,  1999.  Readers of this report are  cautioned  not to put undue  reliance on
"forward looking"  statements which are, by their nature,  uncertain as reliable
indicators of future performance. The Company disclaims any intent or obligation
to publicly update these "forward  looking"  statements,  whether as a result of
new information, future events, or otherwise.

Revenues

Revenues  were  approximately  $89,000 and  $386,000 for the three and six month
periods  ended June 30, 2000, as compared to  approximately  $61,000 and $97,000
for the same  periods in 1999.  Revenues  in 2000 and 1999 were from the sale of
the Company's standard transmission products.

Cost of goods sold

Cost of goods sold was approximately  $59,000 and $296,000 for the three and six
month  periods  ended June 30,  2000 as compared  to  approximately  $50,000 and
$79,000  for the same  periods in 1999.  The  product  margins  for all  periods
presented in these  statements are not necessarily  indicative of those that the
Company might  experience at such time, if any, that standard  products begin to
be shipped in full-production quantities for installation by end-users.

Research and development

Research  and  development  expense  increased  to  approximately  $507,000  and
$978,000  in  the  three  and  six  month  periods  ended  June  30,  2000  from
approximately $367,000 and $736,000 in the same periods in 1999. The increase in
R&D expenditure represents the Company's ongoing program to develop its products
to meet market opportunities.

Selling, general and administrative

Selling,  general and administrative  expense declined to approximately $726,000
in the three months ended June 30, 2000, from approximately $884,000 in the same
period in 1999, a reduction  of about 18%.  The decrease in the current  quarter
came almost entirely from a reduction in general and administrative  expense due
to a reclass of  production  period costs in 1999 from cost of sales to G&A that
was not  required  in 2000.  For the six months  ended June 30,  2000 , selling,
general  and  administrative   expense  increased  about  7%,  to  approximately
$1,751,000  from  approximately  $1,629,000  in the same  period  in  1999.  The
increase is due to the hiring of additional sales staff and compensation expense
recognized  upon the issuance of stock options and warrants in the first quarter
of 2000 offset by the reclass of production period costs discussed above.

<PAGE>10

Interest expense, net of interest income

Interest expense  decreased to approximately  $795,000 in the three months ended
June 30,  2000,  from  approximately  $1,217,000  in the same period in 1999,  a
reduction of about 35%. This  reduction was the net result of a lower balance in
outstanding  convertible debentures and the expiration of the agreement to pay a
finder's fee for any funding from the holders of the convertible  debentures and
the secured  promissory notes. For the six months ended June 30, 2000,  interest
expense  decreased  about 8%, to  approximately  $1,732,000  from  approximately
$1,876,000  in the same period in 1999.  This  reduction was the net result of a
lower balance in  outstanding  convertible  debentures and the expiration of the
agreement  to pay a  finder's  fee for  any  funding  from  the  holders  of the
convertible debentures and the secured promissory notes.

Loss from continuing operations

As a result of the  financial  results  explained  above,  loss from  continuing
operations decreased to approximately  $1,998,000 in the three months ended June
30, 2000, from approximately  $2,457,000 in the same period in 1999, a reduction
of about 19%. For the six months ended June 30, 2000,  the loss from  continuing
operations  increased  $148,000 or about 4%, to  approximately  $4,373,000  from
approximately $4,225,000 in the same period in 1999. This is a direct reflection
of the  increased  expenditures  in  manufacturing  and R&D to roll out  product
offset by the decrease in finance costs associated with the borrowings.

Liquidity and Capital Resources

Since  inception,  the Company has funded its operations  primarily  through the
sale of stock and  placement of debt.  On June 30, 2000,  the Company had a cash
balance of approximately $108,000 and a working capital deficit of approximately
$14,889,000.  This  compares with cash of  approximately  $303,000 and a working
capital deficit of approximately  $17,309,000 at December 31, 1999. The decrease
in working  capital  deficit is largely a result of the conversion of $4,690,000
of convertible debentures to equity less an increase in secured promissory notes
and other liabilities of approximately $2,300,000.

During the quarter ended June 30, 2000, the Company borrowed an additional total
of  $1,300,000  from the investor who has  previously  funded the Company.  This
borrowing is evidenced  in the form of three notes.  The notes bear  interest at
13% and are due on demand. In conjunction with this funding,  the Company issued
the holder of the notes five year  warrants to purchase up to 650,000  shares of
Common Stock at prices ranging from $0.37 to $0.50 per share.

On July 11, 2000, the Company borrowed  $425,000 from an investor in the form of
a note. The note bears interest at 13% and is due on demand. In conjunction with
this note,  the  Company  issued  five year  warrants  to purchase up to 212,500
shares of Common Stock at $.30 per share

Equity  Financing  Facility- On June 19, 2000, as amended on July 26, 2000,  the
company  entered into a common stock purchase  agreement and related  agreements
with a  private  equity  fund  organized  under the laws of the  British  Virgin
Islands.  Subject to the  fulfillment  of  certain  conditions,  the  agreements
provide the Company us with an equity  financing  facility  through which it may
sell up to a total of  $10,000,000  worth of shares of its common stock,  at its
option,  to the private equity fund  periodically  over a 24-month  period.  The
Company's  ability to request a draw down under the  facility  is subject to the

<PAGE>11

continued  effectiveness  of a  resale  registration  statement  filed  with the
Securities and Exchange  Commission to cover the shares to be issued. The amount
of common stock to be sold at each draw down will not be less than  $250,000 nor
more than $1  million.  The Company has agreed to sell its shares to the private
equity  fund at a price  equal to the then  current  market  price of our common
stock  during the draw down period,  less a discount of 21% or 24%  specifically
determined based upon a formula.  The number of shares that the Company may sell
to the private equity fund varies  depending on certain  factors,  including the
market  price of the common  stock and the then  current  ownership  interest of
private  equity fund. In connection  with each draw down, the Company will grant
the private  equity fund a warrant to purchase up to 50% of the number of shares
acquired in a draw down at an exercise  price equal to the purchase price of the
common  stock  acquired  pursuant to the draw down.  The warrant  will expire 22
business days after its  issuance.  The Company also issued a three year warrant
to the private  equity fund to purchase up to 100,000 shares of our common stock
at an  exercise  price of $0.7027 per share.  The resale of the shares  acquired
pursuant  to the  equity  financing  facility  are  included  in the  Form  SB-2
Registration Statement filed with the U.S. Securities and Exchange commission on
August 1, 2000.

Management projects that the Company will not be able to internally generate the
cash that will be required to fund its operations and to pay off the liabilities
incurred in prior  periods for at least the  balance of 2000.  Accordingly,  the
Company  will  require  additional  funding to  finance  its  operations.  Since
December 1997,  the Company has financed its operations  through the issuance of
convertible  debentures  and  demand  notes  to two  investment  funds  that are
affiliated  with each other,  but no assurance can be given that these investors
will continue to provide funds to the Company.  In this event,  the Company will
need to secure  additional  financing from alternative  sources.  The Company is
already actively pursuing alternative funding sources. There can be no assurance
that additional funding will be available on terms favorable to the Company.

Impact of the Year 2000 Issue

The Company has experienced no disruptions in its operations that management can
attribute to Year 2000  software  issues.  In addition,  the Company has seen no
Year 2000 related  problems itself or received any reports of such problems from
its customers related to the Company's products.


PART II.  OTHER INFORMATION

Item 1.  Legal Proceedings. - Not Applicable

Item 2.  Changes in Securities and Use of Proceeds. - Not Applicable

Item 3.  Defaults Upon Senior Securities. - Not Applicable

Item 4.  Submission of Matters to a Vote of Security Holders. - Not Applicable

Item 5.  Other Information.  - Not Applicable

Item 6.  Exhibits and Reports on Form 8-K - Not Applicable

<PAGE>12

                                   SIGNATURES



In accordance with the requirements of the Securities  Exchange Act of 1934, the
registrant  has duly  caused  this  report  to be  signed  on its  behalf by the
undersigned, thereunto duly authorized.

                                                INNOVACOM, INC.
                                                 (Registrant)


                                        FRANK J. ALIOTO
Date:  August 10, 2000                  ______________________________________
                                        Frank J. Alioto, President and
                                        Chief Executive Officer


                                        JAMES D. CASEY
Date:  August 10, 2000                  ______________________________________
                                        James D. Casey, Chief Financial Officer